Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 14, 2021, Lydall, Inc., a Delaware corporation ("Lydall"), convened
a special meeting of stockholders (the "Special Meeting") to consider and vote
upon certain proposals related to the Agreement and Plan of Merger, dated as of
June 21, 2021, as it may be amended from time to time (the "Merger Agreement"),
by and among Lydall, Unifrax Holding Co., a Delaware corporation ("Parent"),
Outback Merger Sub, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Parent ("Merger Sub"), and solely with respect to certain payment
obligations of Parent thereunder, Unifrax I LLC, a Delaware limited liability
company, pursuant to which Merger Sub will merge with and into Lydall, with
Lydall continuing as the surviving corporation and as a wholly owned subsidiary
of Parent (the "Merger"). As a result of the Merger, Lydall will no longer be
publicly held. Lydall common stock will be delisted from the New York Stock
Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
There were 18,037,202 shares of common stock, par value $0.01 per share, of
Lydall ("Lydall common stock"), issued and outstanding as of August 9, 2021, the
record date for the Special Meeting (the "Record Date"). At the Special Meeting,
the holders of 14,021,456 shares of Lydall common stock were present via webcast
or represented by proxy, representing approximately 77.7% of the total
outstanding shares of Lydall common stock as of the Record Date, which
constituted a quorum. Holders of approximately 77.5% of shares of Lydall common
stock outstanding voted to approve the Merger Agreement.
At the Special Meeting, the following proposals were voted upon (each of which
is described in greater detail in the definitive proxy statement filed by Lydall
with the Securities and Exchange Commission on August 10, 2021):
Proposal 1 - The Merger Proposal: To approve and adopt the Merger Agreement (the
"Merger Proposal"), dated June 21, 2021.
Proposal 2- The Merger Compensation Proposal: To approve, on a non-binding
advisory basis, certain compensation that will or may be paid by Lydall to its
named executive officers that is based on or otherwise relates to the Merger.
Proposal 3- The Adjournment Proposal: To approve the adjournment of the Special
Meeting, including if necessary, to solicit additional proxies in favor of
Proposal 1, the Merger Proposal, if there are not sufficient votes at the time
of such adjournment to approve the Merger Proposal. Although Proposal 3 was
approved, the adjournment of the Special Meeting was not necessary because
Lydall's stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - Merger Proposal
Votes For Votes Against Abstentions
13,972,617 29,332 19,507
Proposal No. 2 - Merger Compensation Proposal
Votes For Votes Against Abstentions
13,049,299 444,929 527,228
Proposal No. 3 - Adjournment Proposal
Votes For Votes Against Abstentions
12,726,870 873,837 420,749
Item 8.01 Other Events.
On September 14, 2021, Lydall issued a press release announcing the results of
the Special Meeting. A copy of the press release is filed as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release dated September 14, 2021.
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
© Edgar Online, source Glimpses